An annual meeting of the stockholders, for the election of
Directors and for the transaction of such other business as may properly come
before the meeting, shall be held at such place, on such date, and at such time
as the Board of Directors shall each year fix, which date shall be within
thirteen (13) months subsequent to the later of the date of incorporation or
the last annual meeting of stockholders.

Section 2. Special Meetings

Subject to the rights of the holders of any class or series of
preferred stock of the Corporation (the “Preferred Stock”), special meetings of
stockholders of the Corporation may be called only by the Board of Directors
pursuant to a resolution adopted by a majority of the total number of Directors
which the Corporation would have if there were no vacancies on the Board of
Directors (hereinafter the “Whole Board”).

Section 3.Notice of Meetings.

Written notice of the place, date, and time of all meetings of the
stockholders shall be given, not less than ten (10) nor more than sixty (60)
days before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting, except as otherwise provided herein or
required by law (meaning, here and hereinafter, as required from time to time
by the Delaware General Corporation Law or the Certificate of Incorporation of
the Corporation, as may be amended from time to time (the “Certificate of
Incorporation”).

When a meeting is adjourned to another place, date or time,
written notice need not be given of the adjourned meeting if the place, date
and time thereof are announced at the meeting at which the adjournment is
taken; provided, however, that if the date of any adjourned meeting is more
than thirty (30) days after the date for which the meeting was originally
noticed, or if a new record date is fixed for the adjourned meeting, written
notice of the place, date, and time of the adjourned meeting shall be given in
conformity herewith. At any adjourned meeting, any business may be
transacted which might have been transacted at the original meeting.

Section 4. Quorum

At any meeting of the stockholders, the holders of a majority of
all of the shares of the stock entitled to vote at the meeting, present in
person or by proxy, shall constitute a quorum for all purposes, unless or
except to the extent that the presence of a larger number may be required by
law. Where a separate vote by a class or classes is required, a
majority of the shares of such class or classes present in person or represented
by proxy shall constitute a quorum entitled to take action with respect to that
vote on that matter.

If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of stock entitled to vote
who are present, in person or by proxy, may adjourn the meeting to another
place, date, or time.

If a notice of any adjourned special meeting of stockholders is
sent to all stockholders entitled to vote thereat, stating that it will be held
with those present in person or by proxy constituting a quorum, then except as
otherwise required by law, those present in person or by proxy at such adjourned
meeting shall constitute a quorum, and all matters shall be determined by a
majority of the votes cast at such meeting.

Section 5. Organization

Such person as the Board of Directors may have designated or, in
the absence of such a person, the Chairman of the Board of the Corporation or,
in his or her absence, such person as may be chosen by the holders of a
majority of the shares entitled to vote who are present, in person or by proxy,
shall call to order any meeting of the stockholders and act as chairman of the
meeting. In the absence of the Secretary of the Corporation, the
secretary of the meeting shall be such person as the chairman appoints.

Section 6. Conduct of Business

(a) Except
as otherwise provided by law, the Certificate of Incorporation or these Amended
and Restated Bylaws (“Bylaws”), the chairman of the meeting shall have the
power to determine whether a nomination or any other business proposed to be
brought before the meeting was made or proposed, as the case may be, in accordance
with each of the procedures set forth in Sections 6(b), 6(d) and 6(e) of this
Article I and, if any proposed nomination or other business is not in
compliance with each of Sections 6(b), 6(d) and 6(e) of this Article I, to
declare that such defective proposal or nomination shall be
disregarded. To be properly brought before a meeting of
stockholders, business must be of a proper subject for action by stockholders
under applicable law and must not, if implemented, cause
the Corporation to violate any state, federal or foreign law or regulation,
each as determined in good faith by the Board of Directors.

(b) At
any annual meeting of the stockholders, only such nominations of persons for
election to the Board of Directors shall be made, and only such other business
shall be conducted or considered, as shall have been properly brought before
the meeting. For nominations to be properly made at an annual
meeting, and proposals of other business to be properly brought before an annual
meeting, nominations and proposals of other business must be (1) specified in
the Corporation’s notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (2) otherwise properly made at the
annual meeting, by or at the direction of the Board of Directors or (3)
otherwise properly requested to be brought before the annual meeting by a
stockholder of the Corporation in accordance with these Bylaws. For
nominations of persons for election to the Board of Directors or proposals of
other business to be properly requested by a stockholder to be made at an
annual meeting, a stockholder must (i) be a
stockholder of record at the time of giving of notice of such annual meeting by
or at the direction of the Board of Directors and at the time of the annual
meeting, (ii) be entitled to vote at such annual meeting and (iii) comply with
the additional requirements and procedures set forth in Sections 6(d) and 6(e)
of this Article I as to such nomination or other business. The
immediately preceding sentence shall be the exclusive means for a stockholder
to make nominations or submit other business (other than matters properly
brought under Rule 14a-8 or Rule 14a-11 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”) and included in the Corporation’s notice
of meeting) before an annual meeting of stockholders.

(c) Subject
to Section 6(e)(4) of this Article I, at any special meeting of the
stockholders, only such business shall be conducted as shall have been brought
before the meeting by or at the direction of the Board of Directors.

(d) Without
qualification or limitation, subject to Section 6(e)(4)
of this Article I, for any nominations or any other business to be properly
brought before an annual meeting by a stockholder pursuant to Section 6(b) of
this Article I, the stockholder must have given timely notice thereof and
timely updates and supplements thereof in writing to the Secretary.

To be timely, a stockholder’s notice shall be delivered to the
Secretary at the principal executive offices of the Corporation not earlier
than the close of business on the 120th day and not later than the close of
business on the 90th day prior to the first anniversary of the preceding year’s
annual meeting; provided, however, that in the event that the date of the
annual meeting is more than 30 days before or more than 60 days after such
anniversary date, notice by the stockholder to be timely must be so delivered
not earlier than the close of business on the 120th day prior to the date of
such annual meeting and not later than the close of business on the later of
the 90th day prior to the date of such annual meeting or, if the first public
announcement of the date of such annual meeting is less than 100 days prior to
the date of such annual meeting, the 10th day following the day on which public
announcement of the date of such meeting is first made by the
Corporation. In no event shall any adjournment or postponement of an
annual meeting, or the public announcement thereof, commence a new time period
for the giving of a stockholder’s notice as described above.

Notwithstanding anything in the immediately preceding paragraph to
the contrary, in the event that the number of Directors to be elected to the
Board of Directors is increased by the Board of Directors, and there is no
public announcement by the Corporation naming all of the nominees for Director
or specifying the size of the increased Board of Directors at least 100 days
prior to the first anniversary of the preceding year’s annual meeting, a
stockholder’s notice required by this Section 6(d) shall also be considered
timely, but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the principal executive
offices of the Corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
Corporation.

In addition, to be timely, a stockholder’s notice shall be updated
and supplemented, if necessary, so that the information provided or required to
be provided in such notice shall be true and correct as of the record date for
the meeting and as of the date that is ten (10) business days prior to the meeting
or any adjournment or postponement thereof, and such update and supplement
shall be delivered to the Secretary at the principal executive offices of the
Corporation not later than five (5) business days after the record date for the
meeting in the case of the update and supplement required to be made as of the
record date, and not later than eight (8) business days prior to the date for
the meeting, any adjournment or postponement thereof in the case of the update
and supplement required to be made as of ten (10) business days prior to the
meeting or any adjournment or postponement thereof.

(e)(1) Without
qualification or limitation, for a stockholder’s notice required to be given to
the Secretary pursuant to this Article I to be considered to be in proper form,
such stockholder’s notice must include the following, as applicable.

(a) As
to the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made, a stockholder’s notice must set
forth: (i) the name and address of such
stockholder, as they appear on the Corporation’s books, of such beneficial
owner, if any, and of their respective affiliates or associates or others
acting in concert therewith, (ii) (A) the class or series and number of shares
of the Corporation which are, directly or indirectly, owned beneficially and of
record by such stockholder, such beneficial owner and their respective
affiliates or associates or others acting in concert therewith, (B) any option,
warrant, convertible security, stock appreciation right, or similar right with
an exercise or conversion privilege or a settlement payment or mechanism at a
price related to any class or series of shares of the Corporation or with a
value derived in whole or in part from the value of any class or series of
shares of the Corporation, (C) any proxy, contract, arrangement, understanding,
or relationship pursuant to which such stockholder has a right to vote any
shares of any security of the Corporation, (D) any rights to dividends on the
shares of the Corporation owned beneficially by such stockholder that are
separated or separable from the underlying shares of the Corporation, (E) any
proportionate interest in shares of the Corporation held, directly or
indirectly, by a general or limited partnership in which such stockholder is a
general partner or, directly or indirectly, beneficially owns an interest in a
general partner of such general or limited partnership, (F) any
performance-related fees (other than an asset-based fee) that such stockholder
is entitled to based on any increase or decrease in
the value of shares of the Corporation, as of the date of such notice,
including without limitation any such interests held by members of such
stockholder’s immediate family sharing the same household, (G) any agreement,
arrangement, understanding or relationship, including any repurchase or similar
so-called “stock borrowing” agreement or arrangement, engaged in, directly or
indirectly, by such stockholder, the purpose or effect of which is to mitigate
loss to, reduce the economic risk (of ownership or otherwise) of any class or
series of the shares of the Corporation by, manage the risk of share price
changes for, or increase or decrease the voting power of, such stockholder with
respect to any class or series of the shares of the Corporation, or which provides,
directly or indirectly, the opportunity to profit from any decrease in the
price or value of any class or series of the shares of the Corporation (“Short
Interests”), (H) any significant equity interests or Short Interests in any
principal competitor of the Corporation held by such stockholder, and (I) any
direct or indirect interest of such stockholder in any contract with the
Corporation, any affiliate of the Corporation or any principal competitor of
the Corporation (including, in any such case, any employment agreement,
collective bargaining agreement or consulting agreement), and (iii) any other
information relating to such stockholder and beneficial owner, if any, that
would be required to be disclosed in a proxy statement or other filings required
to be made in connection with solicitations of proxies for, as applicable, the
proposal and/or for the election of Directors in a contested election pursuant
to Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder;

(b)
If the notice relates to any business other than a nomination of a Director or
Directors that the stockholder proposes to bring before the meeting, a
stockholder’s notice must, in addition to the matters set forth in paragraph
(a) immediately above, set forth: (i) a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest
of such stockholder and beneficial owner, if any, in such business, (ii) the text
of the proposal or business (including the text of any resolutions proposed for
consideration), and (iii) a description of all agreements, arrangements and
understandings between such stockholder and beneficial owner, if any, and any
other person or persons (including their names) in connection with the proposal
of such business by such stockholder; and

(c) As
to each person, if any, whom the stockholder proposes to nominate for election
or reelection to the Board of Directors, a stockholder’s notice must, in
addition to the matters set forth in paragraph (a) above, set
forth: (i) all information relating to
such person that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with solicitations of proxies
for election of Directors in a contested election pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder (including
such person’s written consent to being named in the proxy statement as a nominee
and to serving as a Director if elected) and (ii) a description of all direct
and indirect compensation and other material monetary agreements, arrangements
and understandings during the past three years, and any other material
relationships, between or among such stockholder and beneficial owner, if any,
and their respective affiliates and associates, or others acting in concert
therewith, on the one hand, and each proposed nominee, and his or her
respective affiliates and associates, or others acting in concert therewith, on
the other hand, including, without limitation, all information that would be
required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K
if the stockholder making the nomination and any beneficial owner on whose behalf
the nomination is made, if any, or any affiliate or associate thereof or person
acting in concert therewith, were the “registrant” for purposes of such rule
and the nominee were a director or executive officer of such registrant; and

(d) With
respect to each person, if any, whom the stockholder proposes to nominate for
election or reelection to the Board of Directors, a stockholder’s notice must,
in addition to the matters set forth in paragraphs (a) and (c) above, also
include a completed and signed questionnaire, representation and agreement
required by Section 6(f) of this Article I. The Corporation may
require any proposed nominee to furnish such other information as may
reasonably be required by the Corporation to determine the eligibility of such
proposed nominee to serve as an independent Director of the Corporation or that
could be material to a reasonable stockholder’s understanding of the
independence, or lack thereof, of such nominee. No person may be
appointed, nominated or elected as a Director of the Corporation unless such
person, at the time such person is nominated and appointed or elected, would
then be able to serve as a Director without conflicting in any manner with any
state, federal or foreign law or regulation applicable to the Corporation, as
determined in good faith by the Board of Directors.

(2) For
purposes of these Bylaws, “public announcement” shall mean disclosure in a
press release reported by a national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant
to Sections 13, 14 or 15(d) of the Exchange Act and the rules and regulations
promulgated thereunder.

(3) Notwithstanding
the foregoing provisions of these Bylaws, a stockholder shall also comply with
all applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in these Bylaws; provided,
however, that any references in these Bylaws to the Exchange Act or the rules
promulgated thereunder are not intended to and shall not limit the requirements
applicable to nominations or proposals as to any other business to be
considered pursuant to Section 6(b) of this Article I.

(4) Nothing
in these Bylaws shall be deemed to affect any rights (i)
of stockholders to request inclusion of proposals in the Corporation’s proxy
statement pursuant to Rule 14a-8 under the Exchange Act, or (ii) of
stockholders to request inclusion of nominees in the Corporation’s proxy statement
pursuant to Rule 14a-11 under the Exchange Act or (iii) of the holders of any
series of Preferred Stock if and to the extent provided for under law, the
Certificate of Incorporation or these Bylaws. Subject to Rule 14a-8
and Rule 14a-11 under the Exchange Act, nothing in these Bylaws shall be
construed to permit any stockholder, or give any stockholder the right, to
include or have disseminated or described in the Corporation’s proxy statement
any nomination of Director or Directors or any other business proposal.

(f) To
be eligible to be a nominee for election or reelection as a Director of the
Corporation, (or, in the case of a nomination brought under Rule 14a-11 of the
Exchange Act, to serve as a Director of the Corporation), a person must deliver
(in accordance with the time periods prescribed for delivery of notice under
Section 6(d) of this Article I or, in the case of a nomination brought under
Rule 14a-11 of the Exchange Act, prior to the time such person is to begin
service as a Director) to the Secretary at the principal executive offices of
the Corporation a written questionnaire with respect to the background and
qualification of such person and the background of any other person or entity
on whose behalf the nomination is being made (which questionnaire shall be
provided by the Secretary upon written request), and a written representation
and agreement (in the form provided by the Secretary upon written request) that
such person (A) is not and will not become a party to (1) any agreement,
arrangement or understanding with, and has not given any commitment or
assurance to, any person or entity as to how such person, if elected as a
Director of the Corporation, will act or vote on any issue or question (a
“Voting Commitment”) that has not been disclosed to the Corporation or (2) any
Voting Commitment that could limit or interfere with such person’s ability to
comply, if elected as a Director of the Corporation, with such person’s
fiduciary duties under applicable law, (B) is not and will not become a party
to any agreement, arrangement or understanding with any person or entity other
than the Corporation with respect to any direct or indirect compensation,
reimbursement or indemnification in connection with service or action as a Director
that has not been disclosed therein, and (C) in such person’s individual
capacity and on behalf of any person or entity on whose behalf the nomination
is being made, would be in compliance, if elected as a Director of the
Corporation, and will comply with all applicable publicly disclosed corporate
governance, conflict of interest, confidentiality and stock ownership and
trading policies and guidelines of the Corporation.

Section 7.Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to
vote may vote in person or by proxy authorized by an instrument in writing
filed in accordance with the procedure established for the
meeting. Any facsimile telecommunication or other reliable
reproduction of the writing or transmission created pursuant to this paragraph
may be substituted or used in lieu of the original writing or transmission for
any and all purposes for which the original writing or transmission could be
used, provided that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire original writing or
transmission. All voting, including on the election of
Directors but excepting where otherwise required by law or by the governing
documents of the Corporation, maybe made by a voice vote; provided, however,
that upon demand therefor by a stockholder entitled to vote or his or her
proxy, a stock vote shall be taken. Every stock vote shall be taken
by ballot, each of which shall state the name of the stockholder or proxy
voting and such other information as may be required under the procedures
established for the meeting. The Corporation shall, in advance of
any meeting of stockholders, appoint one or more inspectors to act at the
meeting and make a written report thereof. The Corporation may
designate one or more persons as alternate inspectors to replace any inspector
who fails to act. If no inspector or alternate is able to act at a
meeting of stockholders, the person presiding at the meeting shall appoint one
or more inspectors to act at the meeting. Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his ability.

All elections shall be determined by a plurality of the votes
cast, and except as otherwise required by law or the Certificate of
Incorporation, all other matters shall be determined by a majority of the votes
cast.

Section 8. Stock List

A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and
showing the address of each such stockholder and the number of shares
registered in his or her name, shall be open to the examination of any such
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the place
where the meeting is to beheld.

The stock list shall also be kept at the place of the meeting
during the whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine
the identity of the stockholders entitled to vote at the meeting and the number
of shares held by each of them.

Section 9. Consent of Stockholders in Lieu of Meeting

Subject to the rights of the holders of any class or series of
Preferred Stock of the Corporation, any action required or permitted to be
taken by the stockholders of the Corporation must be effected at an annual or
special meeting of stockholders of the Corporation and may not be effected by
any consent in writing by such stockholders.

ARTICLE II - BOARD OF DIRECTORS

Section 1. General Powers, Number and Term of Office

The business and affairs
of the Corporation shall be under the direction of its Board of Directors. The
number of Directors who shall constitute the Whole Board shall be such number
as the Board of Directors shall from time to time have designated, except that
in the absence of such designation shall be seven (7). The Directors
shall be elected by the stockholders each year at the annual meeting of
stockholders and shall hold office until the next annual meeting and until his
or her successors shall have been duly elected and qualified or until his or
her earlier resignation or removal as provided in the Certificate of
Incorporation, these Bylaws or under the Delaware General Corporation Law. The
Board of Directors shall annually elect a Chairman of the Board from among its
members who shall, when present, preside at its meetings.

Section 2. Vacancies and Newly Created Directorships

Subject to the rights of the holders of any class or series of
Preferred Stock, and unless the Board of Directors otherwise determines, newly
created directorships resulting from any increase in the authorized number of
Directors or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or other cause
may be filled only by a majority vote of the Directors then in office, though
less than a quorum, and Directors so chosen shall hold office for a term
expiring at the next annual meeting of stockholders and until such Director's
successor shall have been duly elected and qualified. No decrease in the number
of authorized Directors constituting the Board shall shorten the term of any
incumbent Director.

Section 3. Regular Meetings

Regular meetings of the Board of Directors shall be held at such
place or places, on such date or dates, and at such time or times as shall have
been established by the Board of Directors and publicized among all
Directors. A notice of each regular meeting shall not be required.

Section 4. Special Meetings

Special meetings of the Board of Directors may be called by
one-third (1/3) of the Directors then in office (rounded up to the nearest
whole number), by the Chairman of the Board or the President and shall be held
at such place, on such date, and at such time as they, or he or she, shall
fix. Notice of the place, date, and time of each such special
meeting shall be given each Director by whom it is not waived by mailing
written notice not less than five (5) days before the meeting or by emailing,
telegraphing or telexing or by facsimile transmission of the same not less than
twenty-four (24) hours before the meeting. Unless otherwise
indicated in the notice thereof, any and all business may be transacted at a
special meeting.

Section 5. Quorum

At any meeting of the Board of Directors, a majority of the Whole
Board shall constitute a quorum for all purposes. If a quorum shall
fail to attend any meeting, a majority of those present may adjourn the meeting
to another place, date, or time, without further notice or waiver thereof.

Section 6. Participation in Meetings By
Conference Telephone

Members of the Board of Directors, or of any committee thereof,
may participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and such participation shall
constitute presence in person at such meeting.

Section 7. Conduct of Business

At any meeting of the Board of Directors, business shall be
transacted in such order and manner as the Board may from time to time
determine, and all matters shall be determined by the vote of a majority of the
Directors present, except as otherwise provided herein or required by law. The
Board of Directors may take action without a meeting if all members thereof
consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the Board of Directors.

Section 8. Powers

The Board of Directors may, except as otherwise required by law,
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation, including, without limiting the generality of the
foregoing, the unqualified power:

(a)

To declare dividends from time to
time in accordance with law;

(b)To purchase or otherwise acquire any property,
rights or privileges on such terms as it shall determine;

(c)To authorize the creation, making and issuance,
in such form as it may determine, of written obligations of every kind,
negotiable or non-negotiable, secured or unsecured, and to do all things
necessary in connection therewith;

(d)To remove any Officer of the Corporation with or
without cause, and from time to time to devolve the powers and duties of any
Officer upon any other person for the time being;

(e)To confer upon any Officer of the Corporation
the power to appoint, remove and suspend subordinate Officers, employees and
agents;

(f)To adopt from time to time such stock, option,
stock purchase, bonus or other compensation plans for Directors, Officers,
employees and agents of the Corporation and its subsidiaries as it may
determine;

(g)To adopt from time to time such insurance,
retirement, and other benefit plans for Directors, Officers, employees and
agents of the Corporation and its subsidiaries as it may determine; and

(h)To adopt from time to time regulations, not
inconsistent with these Bylaws, for the management of the Corporation's
business and affairs

Section 9. Compensation of Directors

Directors, as such, may receive, pursuant to resolution of the
Board of Directors, fixed fees and other compensation for their services as
Directors, including, without limitation, their services as members of committees
of the Board of Directors.

ARTICLE III – COMMITTEES

Section 1. Committees of the Board of Directors

The Board of Directors, by a vote of a majority of the Board of
Directors, may from time to time designate committees of the Board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of
the Board and shall, for these committees and any others provided for herein,
elect a Director or Directors to serve as the member or members, designating,
if it desires, other Directors as alternate members who may replace any absent
or disqualified member at any meeting of the committee. Any
committee so designated may exercise the power and authority of the Board of
Directors to declare a dividend, to authorize the issuance of stock or to adopt
a certificate of ownership and merger pursuant to Section 253 of the Delaware
General Corporation Law if the resolution which designates the committee or a
supplemental resolution of the Board of Directors shall so provide. In
the absence or disqualification of any member of any committee and any
alternate member in his or her place, the member or members of the committee
present at the meeting and not disqualified from voting, whether or not he or
she or they constitute a quorum, may by unanimous vote appoint another member
of the Board of Directors to act at the meeting in the place of the absent or
disqualified member.

Section 2. Conduct of Business

Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision
shall be made for notice to members of all meetings; one-third (1/3) of the
members shall constitute a quorum unless the committee shall consist of one (1)
or two (2) members, in which event one (1) member shall constitute a quorum;
and all matters shall be determined by a majority vote of the members present. Any
committee may take action without a meeting if all members thereof consent
thereto in writing and the writing or writings are filed with the minutes of
the proceedings of such committee.

Section 3. Nominating Committee

The Board of Directors shall appoint a Nominating Committee of the
Board, consisting of not less than three (3) members. The Nominating
Committee shall have authority: (a) to review any nominations for
election to the Board of Directors made by a stockholder of the Corporation
pursuant to Section 6 of Article I of these Bylaws in order to determine
compliance with such Bylaw and (b) to recommend to the Whole Board nominees for
election to the Board of Directors.

ARTICLE IV – OFFICERS

Section 1. Generally

(a) The
Board of Directors as soon as may be practicable after the annual meeting of
stockholders shall choose a Chairman of the Board, a President and Chief
Executive Officer, one or more Vice Presidents, a Secretary and a Treasurer and
from time to time may choose such other officers as it may deem
proper. The Chairman of the Board shall be chosen from among the
Directors. The same person may hold any number of offices.

(b) The
term of office of all Officers shall be until the next annual election of
Officers and until their respective successors are chosen but any Officer may
be removed from office at any time by the affirmative vote of a majority of the
authorized number of Directors then constituting the Board of Directors.

(c) All
Officers chosen by the Board of Directors shall have such powers and duties as
generally pertain to their respective Offices, subject to the specific
provisions of this ARTICLE IV. Such officers shall also have such
powers and duties as from time to time may be conferred by the Board of
Directors or by any committee thereof.

Section 2. Chairman of the Board of Directors

The Chairman of the Board shall, subject to the provisions of
these Bylaws and to the direction of the Board of Directors, unless the Board
has designated another person, when present, shall preside at all meetings of
the stockholders of the Corporation. The Chairman of the Board shall
perform all duties and have all powers which are commonly incident to the
office of Chairman of the Board or which are delegated to him or her by the
Board of Directors. He or she shall have power to sign all stock
certificates, contracts and other instruments of the Corporation, which are
authorized.

Section 3. President and Chief Executive Officer

The President and Chief Executive Officer (the
"President") shall have general responsibility for the management and
control of the business and affairs of the Corporation and shall perform all
duties and have all powers which are commonly incident to the offices of
President and Chief Executive Officer or which are delegated to him or her by
the Board of Directors. Subject to the direction of the Board of Directors,
the President and Chief Executive Officer shall have power to sign all stock
certificates, contracts and other instruments of the Corporation which are
authorized and shall have general supervision of all of the other Officers
(other than the Chairman of the Board), employees and agents of the
Corporation.

Section 4. Vice President

The Vice President or Vice Presidents shall perform the duties of
the President in his absence or during his inability to act. In
addition, the Vice Presidents shall perform the duties and exercise the powers
usually incident to their respective offices and/or such other duties and
powers as may be properly assigned to them by the Board of Directors, the
Chairman of the Board or the President. A Vice President or Vice
Presidents may be designated as Executive Vice President or Senior Vice
President.

Section 5. Secretary

The Secretary or Assistant Secretary shall issue notices of
meetings, shall keep their minutes, shall have charge of the seal and the
corporate books, shall perform such other duties and exercise such other powers
as are usually incident to such office and/or such other duties and powers as
are properly assigned thereto by the Board of Directors, the Chairman of the
Board or the President. Subject to the direction of the Board of Directors, the
Secretary shall have the power to sign all stock certificates.

Section 6. Treasurer

The Treasurer shall be the Comptroller of the Corporation and
shall have the responsibility for maintaining the financial records of the
Corporation. He or she shall make such disbursements of the funds of
the Corporation as are authorized and shall render from time to time an account
of all such transactions and of the financial condition of the
Corporation. The Treasurer shall also perform such other duties as
the Board of Directors may from time to time prescribe. Subject to
the direction of the Board of Directors, the Treasurer shall have the power to
sign all stock certificates.

Section 7. Assistant Secretaries and Other Officers

The Board of Directors may appoint one or more Assistant
Secretaries and such other Officers who shall have such powers and shall
perform such duties as are provided in these Bylaws or as may be assigned to
them by the Board of Directors, the Chairman of the Board or the President.

Section 8. Action with Respect to Securities of Other
Corporations

Unless otherwise directed by the Board of Directors, the President
or any Officer of the Corporation authorized by the President shall have power
to vote and otherwise act on behalf of the Corporation, in person or by proxy,
at any meeting of stockholders of or with respect to any action of stockholders
of any other corporation in which this Corporation may hold securities and
otherwise to exercise any and all rights and powers which this Corporation may
possess by reason of its ownership of securities in such other corporation.

ARTICLE V - STOCK

Section 1. Certificates of Stock

Each stockholder shall be entitled to a certificate signed by, or
in the name of the Corporation by, the Chairman of the Board or the President,
and by the Secretary or an Assistant Secretary, or any Treasurer or Assistant
Treasurer, certifying the number of shares owned by him or her. Any
or all of the signatures on the certificate may be by
facsimile. Stock may be uncertificated,
except to the extent otherwise required by applicable law and except to the
extent stock is represented by outstanding certificates that have not been
surrendered to the Corporation or its transfer agent.

Section 2. Transfers of Stock

Transfers of stock shall be made only upon the transfer books of
the Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a certificate
is issued in accordance with Section 4 of Article V of these Bylaws or in the
case where the stock is uncertificated, an
outstanding certificate for the number of shares involved shall be surrendered
for cancellation before a new certificate is issued therefor.

Section 3. Record Date

In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders, or to receive
payment of any dividend or other distribution or allotment of any rights or to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the Board of Directors may fix a
record date, which record date shall not precede the date on which the
resolution fixing the record date is adopted and which record date shall not be
more than sixty (60) nor less than ten (10) days before the date of any meeting
of stockholders, nor more than sixty (60) days prior to the time for such other
action as herein before described; provided, however, that if no record date is
fixed by the Board of Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given
or, if notice is waived, at the close of business on the next day preceding the
day on which the meeting is held, and, for determining stockholders entitled to
receive payment of any dividend or other distribution or allotment or rights or
to exercise any rights of change, conversion or exchange of stock or for any
other purpose, the record date shall be at the close of business on the day on
which the Board of Directors adopts a resolution relating thereto.

A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

Section 4. Lost, Stolen or Destroyed Certificates

In the event of the loss, theft or destruction of any certificate
of stock, another may be issued, or new equivalent uncertificated
stock, in its place pursuant to such regulations as the Board of Directors may
establish concerning proof of such loss, theft or destruction and concerning
the giving of a satisfactory bond or bonds of indemnity.

Section 5. Regulations

The issue, transfer, conversion and registration of certificates
of stock or uncertificated stock shall be governed by
such other regulations as the Board of Directors may establish.

ARTICLE VI – NOTICES

Section 1. Notices

Except as otherwise specifically provided herein or required by
law, all notices required to be given to any stockholder, Director, Officer,
employee or agent shall be in writing and may in every instance be effectively
given by hand delivery to the recipient thereof, by depositing such notice in
the mails, postage paid, or by sending such notice by prepaid telegram or
mailgram or other courier. Any such notice shall be addressed to
such stockholder, Director, Officer, employee or agent at his or her last known
address as the same appears on the books of the Corporation. The
time when such notice is received, if hand-delivered, or dispatched, if
delivered through the mails or by telegram or mailgram or other courier, shall
be the time of the giving of the notice.

Section 2. Waivers

A written waiver of any notice, signed by a stockholder, Director,
Officer, employee or agent, whether before or after the time of the event for
which notice is to be given, shall be deemed equivalent to the notice required
to be given to such stockholder, Director, Officer, employee or
agent. Neither the business nor the purpose of any meeting need be
specified in such a waiver.

ARTICLE VII – MISCELLANEOUS

Section 1. Facsimile Signatures

In addition to the provisions for use of facsimile signatures
elsewhere specifically authorized in these Bylaws, facsimile signatures of any
officer or officers of the Corporation may be used whenever and as authorized
by the Board of Directors or a committee thereof.

Section 2. Corporate Seal

The Board of Directors may provide a suitable seal, containing
then name of the Corporation, which seal shall be in the charge of the
Secretary. If and when so directed by the Board of Directors or a
committee thereof, duplicates of the seal may be kept and used by the Treasurer
or by an Assistant Secretary or an assistant to the Treasurer.

Section 3. Reliance Upon Books, Reports
and Records

Each Director, each member of any committee designated by the
Board of Directors, and each Officer of the Corporation shall, in the
performance of his or her duties, be fully protected in relying in good faith
upon the books of account or other records of the Corporation and upon such
information, opinions, reports or statements presented to the Corporation by
any of its Officers or employees, or committees of the Board of Directors so
designated, or by any other person as to matters which such Director or committee
member reasonably believes are within such other person's professional or
expert competence and who has been selected with reasonable care by or on
behalf of the Corporation.

Section 4. Fiscal Year

The fiscal year of the Corporation shall be as fixed by the Board
of Directors.

Section 5. Time Periods

In applying any provision of these Bylaws which requires that an
act be done or not be done a specified number of days prior to an event or that
an act be done during a period of a specified number of days prior to an event,
calendar days shall be used, the day of the doing of the act shall be excluded,
and the day of the event shall be included.

ARTICLE VIII - AMENDMENTS

The Board of Directors may amend, alter or repeal these Bylaws at
any meeting of the Board, provided notice of the proposed change was given not
less than two days prior to the meeting. The stockholders shall also
have power to amend, alter or repeal these Bylaws at any meeting of
stockholders provided notice of the proposed change was given in the notice of
the meeting; provided, however, that, notwithstanding any other provisions of
the Bylaws or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the voting stock required by law, the Certificate
of Incorporation, any Preferred Stock Designation or these Bylaws, the
affirmative votes of the holders of at least 66 2/3% of the voting power of all
the then-outstanding shares of the Voting Stock, voting together as a single
class, shall be required to alter, amend or repeal any provisions of these
Bylaws.